Exhibit 99.1
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | ||||||||
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Account receivable, net | ||||||||
| Due from related parties | ||||||||
| Deferred listing cost | ||||||||
| Deposits and other receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property, plant and equipment | ||||||||
| Right-of-use assets - operating leases | ||||||||
| Right-of-use assets - finance lease | ||||||||
| Deferred tax assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Bank overdraft | ||||||||
| Bank loans – current | ||||||||
| Accounts payable | ||||||||
| Accruals and other current liabilities | ||||||||
| Operating lease liabilities – current | ||||||||
| Finance lease liabilities – current | ||||||||
| Loan payable – related party | ||||||||
| Due to related parties | ||||||||
| Income tax payables | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities – non-current | ||||||||
| Finance lease liabilities – non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares, par value, shares authorized; and and shares issued and outstanding at March 31, 2025 and September 30, 2024 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND EQUITY | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| For the Six Months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Revenues | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| (Loss) Income from operations | ( | ) | ||||||
| Other income | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| (Loss) Income before income tax expenses | ( | ) | ||||||
| Income tax expenses | ( | ) | ||||||
| Net (loss) income | ( | ) | ||||||
| Total comprehensive (loss) income | ( | ) | ||||||
| Net (Loss) Income per share attributable to ordinary shareholders | ||||||||
| Basic and diluted | ) | |||||||
| Weighted average number of ordinary shares used in computing net (loss) income per share | ||||||||
| F-2 |
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary shares | Additional paid-in | Retained | Total Stockholders’ | |||||||||||||||||
| Number of | Amount | capital | earnings | Equity | ||||||||||||||||
| Shares | US$ | US$ | US$ | US$ | ||||||||||||||||
| Balance as of October 1, 2023 | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance as of March 31, 2024 | ||||||||||||||||||||
| Balance as of October 1, 2024 | ||||||||||||||||||||
| Proceeds from initial public offering, net | 1,500,000 | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2025 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements
For the six months ended March 31, 2025 and 2024 (Unaudited)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
New Century Logistics (BVI) Limited (the “Company”) was incorporated in the British Virgin Islands (“BVI”). The Company conducts its primary operations of provision of freight forwarding and ancillary logistics services in Hong Kong through its direct and indirect wholly owned subsidiaries that are incorporated and domiciled in Hong Kong, namely New Century Logistics Company Limited, NCEW Investment Consultants Limited (formerly known as GLF Cargo Services Limited), Win-Tec Transportation Company Limited, NCL USA Development Company Limited, and Sky Prime Film Production Limited.
On December 18,
2024, the Company closed its initial public offering (the “IPO”) of
ordinary shares (the “Ordinary Shares”) at a public offering of US$
per ordinary share. The ordinary shares commenced trading on the Nasdaq Capital Market on December 18, 2024 under the ticker symbol “NCEW”.
The Company received aggregate proceeds of US$
2. REVENUE
A summary of the Company’s gross revenues disaggregated by major service lines and timing of revenue recognition for the six months ended March 31, 2025 and 2024, respectively, are as follow:
| Six months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Air freight forwarding services | ||||||||
| Ocean freight forwarding services | ||||||||
| Other services | ||||||||
| Total | ||||||||
| Timing of revenue recognition: | ||||||||
| Services transferred over time | ||||||||
| Services transferred at a point in time | ||||||||
| Total | ||||||||
3. INCOME TAXES
Pursuant to the current rules and regulations, BVI currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. Therefore, the Company is not subject to any income tax in the BVI.
The
Company is subject to Hong Kong profits tax at a rate of
4. OTHER INCOME
| For the six months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Interest income | ||||||||
| Exchange gain | ||||||||
| Miscellaneous income | ||||||||
| F-4 |
5. GENERAL AND ADMINISTRATIVE EXPENSES
The following table sets forth the breakdown of our general and administrative expenses for the six months ended March 31, 2025 and 2024:
| For the six months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Professional expense | ||||||||
| Depreciation expense | ||||||||
| Payroll expense | ||||||||
| Staff welfare | ||||||||
| Insurance expense | ||||||||
| Auditor’s remuneration | ||||||||
| Electricity & water | ||||||||
| Motor expense | ||||||||
| Sundry expenses | ||||||||
| Travel expenses and entertainment | ||||||||
| Bank charges | ||||||||
| Reversal of expected credit loss | ( | ) | ( | ) | ||||
| Office expense | ||||||||
| Computer accessories | ||||||||
| Repairs and maintenance | ||||||||
| Exchange difference | ||||||||
6. DIVIDENDS
7. SUBSEQUENT EVENTS
No other matter or circumstance has arisen up through the date that these unaudited condensed consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements.
| F-5 |